SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2 TO
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
Commission File No. 0-15360
BIOJECT MEDICAL TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
Oregon 93-1099680
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(Jurisdiction of incorporation) (I.R.S. identification no.)
7620 SW Bridgeport Road
Portland, Oregon 97224
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(Address of principal executive offices) (Zip code)
(503) 639-7221
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(Registrant's telephone number, including areas code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
At October 31, 1999 there were 5,802,248 outstanding shares of common stock
of the registrant.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
None during the quarter ended September 30, 1999.
Item 2. Changes in Securities
In connection with the Company's purchase of Elan's interest in Marathon at June
30, 1999, the Company and Elan agreed to certain changes in the terms of Elan's
Series A Convertible Preferred Stock ("Series A Stock"). The modified terms
fixed the conversion price of the Series A Stock at $1.50, eliminating a prior
provision that, in certain circumstances, allowed the Series A Stock to be
converted at 80% of the then current fair market value of the Company's stock,
if such value was less than $1.50. The terms were also modified to give the
Company the right to redeem the Series A Stock for cash within ninety days of
receiving notice of the intent to redeem all or part of the Series A Stock into
common stock of the Company. The redemption price is the original issuance price
of the Series A Stock being converted plus accumulated preferred stock dividends
thereon from the date of issuance of the Series A Stock. Modifying the terms of
the Series A Stock required shareholder approval of an amendment to the
Company's Articles of Incorporation. Amended Articles of Incorporation,
reflecting the modified terms, was referred to the Company's shareholders at the
Company's annual meeting in September, 1999. The shareholders approved the
amendment to the Company's Articles of Incorporation to modify the terms to fix
the conversion price to $1.50. As a result of the Reverse Stock Split, the
conversion rate was adjusted to $7.50 per share.
On July 9, 1999, the last sale price of the Company's common stock as reported
on the NASDAQ National Market System was ($0.50) per share. The Board of
Directors believed that the recent per share price of the Common Stock affected
the marketability of the existing shares, increased the amount and percentage of
transaction costs paid by individual stockholders, and affected the potential
ability of the Company to raise capital by issuing additional shares. As a means
of improving marketability of the Common Stock, reducing stockholders'
transaction costs, increasing the number of shares available for future
issuances, and other considerations, on July 15, 1999, the Board of Directors
approved, subject to the shareholder approval, a proposal to amend the Articles
of Incorporation to effect a reverse stock split by exchanging five outstanding
shares of the Company's common stock for one new share of the Company's common
stock. At the Company's annual meeting in September, 1999, the shareholders
approved the amendment to the Company's Articles of Incorporation to effect a
one-for-five reverse stock split. The effective date of the reverse was October
13, 1999. At July 15,1999, 29,011,236 shares of Common Stock were outstanding,
as well as options, warrants and convertible preferred stock to acquire an
additional 24,378,928 shares of Common Stock. The Reverse Stock Split, decreased
the number of outstanding shares of Common Stock to approximately 5.8 million
shares and approximately 4.8 million shares are reserved for issuance upon
exercise of outstanding options, warrants and the conversion of convertible
preferred stock, Approximately 89.3 million shares are available for future
issuances. Earnings per share reflect post split shares of common stock
outstanding
On the effective date, the total number of shares of Common Stock held by each
stockholder converted automatically into a right to receive a number of shares
and fractions thereof of New Common Stock equal to the number of shares of
Common Stock owned immediately prior to the Reverse Stock Split divided by five.
No fractional shares or scrip were issued and, in lieu thereof, each stockholder
who would otherwise have been entitled to a fraction of a share of New Common
Stock would received a whole share of New Common Stock.
Approval of the Reverse Stock Split did not affect any stockholder's percentage
ownership interest in the Company or proportional voting power except for minor
differences resulting from fractional shares. The Reverse Stock Split did not
reduce the number of shareholders of the Company. The shares of New Common Stock
issued upon approval of the Reverse Stock Split were fully paid and
nonassessable. The voting rights and other privileges of the holders of Common
Stock was not affected substantially by adoption of the Reverse Stock Split or
the subsequent implementation thereof.
Item 3. Defaults Upon Senior Securities
None during the quarter ended September 30, 1999.
Item 4. Submission of Matters to a Vote of Security Holders
At the annual general meeting of the shareholders of the Company held at 9:00 am
on September 16, 1999 in Portland, Oregon, the following matters were submitted
to a vote of the shareholders:
Election of directors. The slate of directors was approved by the Company's
shareholders with no director receiving less than 22,754,544 votes in favor and
no more than 299,578 withheld. David de Weese received 22,755,544 votes in favor
and 298,578 votes withheld; William A. Gouveia received 22,755,544 votes in
favor and 298,578 votes withheld; Edward Flynn received 22,755,544 votes in
favor and 298,578 votes withheld. Shares voted totaled 23,054,122.
Amend Articles to amend the terms of the Series A Preferred Stock. The proposal
passed receiving 11,859,655 votes in favor, 1,338,834 votes against and 333,225
votes abstaining, out of shares voted totaling 13,531,714.
Amend Articles of Incorporation and grant the Board of Directors the authority
to effect a reverse split. The proposal passed receiving 20,520,691 votes in
favor, 1,936,771 votes against and 2,877,085 votes abstaining, out of shares
voted totaling 25,334.547.
There were 29,011,236 common shares outstanding as of the date of record of July
24, 1999.
Item 5. Other Information
On October 7, 1999, Mike Sember resigned from Bioject's Board of Directors.
Item 6. Exhibits and Reports on Form 8-K
EXHIBITS
Exhibit
Number Description
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3.1* Amended and Restated Articles of Incorporation of the Company
10.69+ Letter Agreement dated June 29, 1999
10.67+ Agreement I between Bioject, Inc. and AngioSense, Inc. dated
September 21, 1999
10.68+ Agreement II between Bioject, Inc. and AngioSense, Inc. dated
September 21, 1999
27.1* Financial Data Schedule
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* previously filed
+ Confidential treatment has been granted with respect to certain portions of
this exhibit pursuant to an application for Confidential Treatment filed
with the Commission under Rule 24b-2(b) under the Securities Exchange Act
of 1934, as amended. These exhibits are being refiled following the
confidential treatment review.
REPORTS ON FORM 8K:
On July 13, 1999, the Company filed a report on Form 8-K regarding the
sale of Marathon's technology license.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BIOJECT MEDICAL TECHNOLOGIES INC.
(Registrant)
Date: March 15, 2000 /s/ James O'Shea
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James O'Shea
Chairman, Chief Executive Officer
and President
/s/ Christine M. Farrell
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Christine M. Farrell
Controller and Secretary
EXHIBIT INDEX
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Exhibit
Number Description
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3.1* Amended and Restated Articles of Incorporation of the Company
10.69+ Letter Agreement dated June 29, 1999
10.67+ Agreement I between Bioject, Inc. and AngioSense, Inc. dated
September 21, 1999
10.68+ Agreement II between Bioject, Inc. and AngioSense, Inc. dated
September 21, 1999
27.1* Financial Data Schedule
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* previously filed
+ Confidential treatment has been granted with respect to certain portions of
this exhibit pursuant to an application for Confidential Treatment filed
with the Commission under Rule 24b-2(b) under the Securities Exchange Act
of 1934, as amended. These exhibits are being refiled following the
confidential treatment review.